Komori
M&A and Subsidiary Changes3113UNIVA Oak Holdings LimitedFinancials (excluding banks)

Notice Concerning the Dissolution of a Subsidiary (Sub-subsidiary)

It was decided to dissolve and liquidate エフキューブ, an unconsolidated subsidiary wholly owned by ユニヴァ・フュージョン, a consolidated subsidiary of the Company. ユニヴァ・フュージョン will take over エフキューブ’s remaining operations, with completion of the liquidation scheduled for November 2026.

Worth reading
41Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
22
Millions of yen (gain on liquidation of an affiliated company)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Dissolution and liquidation of エフキューブ
Disclosing companyUNIVA Oak Holdings Limited
株式会社エフキューブSubject of this transactionVoting rights ownership percentage Before 51% (held by the Company through ユニヴァ・フュージョン. ユニヴァ・フュージョン’s voting rights ownership in エフキューブ is 100%) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Sale of health foods and beverages

Location Minato-ku, TokyoShare capital ¥35 million (as of 31 December 2025)Date of incorporation 1 October 2019
Net Sales¥33.358 million (fiscal year ended December 2025)
Operating profit¥8.034 million (fiscal year ended December 2025)
Net income for the current fiscal year¥6.564 million (fiscal year ended December 2025)
Net assets¥28.713 million (fiscal year ended December 2025)
Consideration and expenses
Amount of extraordinary income (loss)Gain on liquidation of an affiliated company of ¥22 million (expected to be recognized in the current fiscal year)
Impact on Business Performance

The Company expects to recognize a ¥22 million gain on liquidation of an affiliated company in its consolidated results for the current fiscal year. Further disclosure will be made once the amount is finalized through the liquidation procedures.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at エフキューブ’s extraordinary general meeting of shareholders and the required procedures
Management structure after acquisitionユニヴァ・フュージョン will take over エフキューブ’s remaining operations. Treatment of the trade name, representative and employees: Not disclosed
This transaction
ItemDetails
Transaction nameDissolution and liquidation of エフキューブ
Name of the Subject Company株式会社エフキューブ
Business Description of the Subject CompanySale of health foods and beverages
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥35 million (as of 31 December 2025)
Date of Establishment of the Subject Company1 October 2019
Net Sales of the Subject Company¥33.358 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥8.034 million (fiscal year ended December 2025)
Net Income of the Subject Company¥6.564 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥28.713 million (fiscal year ended December 2025)
Voting rights ownership percentageBefore 51% (held by the Company through ユニヴァ・フュージョン. ユニヴァ・フュージョン’s voting rights ownership in エフキューブ is 100%) (after not disclosed)
Amount of extraordinary income (loss)Gain on liquidation of an affiliated company of ¥22 million (expected to be recognized in the current fiscal year)
Impact on Business PerformanceThe Company expects to recognize a ¥22 million gain on liquidation of an affiliated company in its consolidated results for the current fiscal year. Further disclosure will be made once the amount is finalized through the liquidation procedures.
Date of board resolution21 July 2026
Execution Date / Effective DateNovember 2026 (scheduled completion of liquidation)
Conditions Precedent to ExecutionApproval at エフキューブ’s extraordinary general meeting of shareholders and the required procedures
Management structure after acquisitionユニヴァ・フュージョン will take over エフキューブ’s remaining operations. Treatment of the trade name, representative and employees: Not disclosed
Items this document does not state (15)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountContract DateValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Following the transfer of its sales function, エフキューブ was left managing only existing customers, and its operations had contracted to the point that it had effectively fulfilled its original role. The dissolution and liquidation are intended to eliminate the dual management of the Kombucha Cleanse business by separate entities and promote more efficient management.

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Notice Concerning the Dissolution of a Subsidiary (Sub-subsidiary) | UNIVA Oak Holdings Limited (3113) timely disclosure | Komori